CIMC (02039.HK): Subsidiary CIMC Hong Kong to Acquire 18.07% Stake in CIMC Tianda for HK$784 Million, Raising Holdings to 83.73%
NewTimeSpace News: China International Marine Containers (Group) Co., Ltd. (stock code: 02039) announced that, based on its continued firm confidence in the business prospects and long-term value of subsidiary CIMC Tianda Holdings Limited, its subsidiary CIMC Hong Kong signed a Transfer Agreement with Expedition on 28 July 2026 to purchase 72,838,346 shares held by Expedition in CIMC Tianda, representing 18.07% of CIMC Tianda's equity, at a consideration equivalent to USD 100 million in Hong Kong dollars.
According to the announcement, the parties agreed to use the middle rate of USD to HKD exchange rates published on the Hong Kong Association of Banks website (taking the arithmetic mean of the selling rate and the telegraphic transfer buying rate) as the basis, calculated as the arithmetic average of the daily middle rates from 3 July 2026 to 16 July 2026, resulting in a conversion rate of HKD 784.01 per USD 100. The total consideration is HKD 784,010,000. The consideration shall be paid in installments in cash, funded by the company's own capital: the first installment of 50% of the final consideration shall be paid on or before 15 August 2026; the final installment of the remaining 50% shall be paid within 10 business days after the completion date of share register change.
The announcement disclosed that upon completion, CIMC Hong Kong's shareholding in CIMC Tianda will increase from 65.66% to 83.73%, Expedition will no longer hold any shares in CIMC Tianda, and CIMC Tianda will remain a non-wholly-owned subsidiary of the company. All directors of CIMC Tianda will then be nominated by the group.
The announcement noted that the transaction pricing was determined with reference to valuations of comparable listed companies in the same industry and a third-party valuation report. Based on CIMC Tianda's three core businesses—airport equipment, firefighting equipment, and logistics automation—four listed companies (Weihai Guangtai, Hailunzhe, Noblelift, and Today International) were selected as comparables, with average PE of 20.8x and average PB of 2.60x for 2023-2025. After applying a 25.65% liquidity discount for non-listed companies in the machinery equipment industry in 2025, the reasonable market valuation range for CIMC Tianda's equity attributable to parent owners was calculated at RMB 4.609 billion to RMB 6.878 billion. The transaction price is below this valuation range.
Furthermore, as Expedition is a major shareholder of CIMC Tianda holding 18.07% equity, it constitutes a connected person at the subsidiary level under Rule 14A.07(1) of the Hong Kong Listing Rules. The transaction therefore constitutes a connected transaction under Chapter 14A. As the applicable percentage ratio exceeds 1% but is below 5%, the company is required to comply with reporting and announcement requirements but is exempt from circular and independent shareholders' approval requirements.
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